Taking a Trip Down Memory Lane
by Felyndiira
Summary: An accident leads to a strange role reversal that shakes things up in the Sheffield Household.  Fran/Max & Niles/CC
1. Prologue

_(Author's Note: A Plot Bunny literally just popped into my head just this minute. I leave it up to you, my faithful readers, as to whether it is worth pursuing or not. I believe this would fit into early Season 5. At least 5 reviews requested. Oh, aren't I evil?) _;)

**Prologue:**

Fran Fine stood at the top of the front staircase in the Sheffield home, checking her hair and makeup in the mirror to make sure everything was in place before descending. Ever since Mr. Sheffield had taken back "The Thing", even though she tried to put it behind her, this annoying little voice (which was very nasal in tone, she had to note) kept reminding her of it. She knew he cared about her, but his fears after losing his first wife, Sarah, prevented him from risking his heart to love again. She sighed, knowing no matter how hard she wished, he would never return her feelings if he couldn't get past his fears.

The doorbell rang, and Niles scooted across the foyer floor to answer the door. When he opened it to reveal C.C. Babcock, his face fell. "What's wrong, Feather Duster?" C.C. asked as she took off her gloves and set them and her bag on the foyer table. "Oh, nothing, I just thought it might be someone important at the door and it was just you." He closed the door and began heading back to the kitchen. Fran smiled down at them, their banter as much a part of her day as the antics of the Sheffield children.

Maxwell Sheffield, successful Broadway producer, emerged from the hallway under the staircase and entered the foyer, "C.C. darling, where **have **you been? You were late and I was getting worried." Fran sighed, and wondered to herself "Why couldn't he call me Darling and worry about me if I was late? No, if I was late, I'd get a scolding. And he still calls me Miss Fine after all this time, while he calls Niles and C.C. by their first names." She sighed again and turned to start walking down the stairs as she thought, "Sometimes I wish I was more like Miss Babcock."

"Good morn..." was as far as she got in her greeting as one of the heels of her impossibly high heels snapped off, and she lost her balance on the stairs. As Maxwell and C.C. watched in horror, Fran fell hard against the wall, and then somersaulted down the stairs, landing in a sprawl at the foot of the stairs. A large gash above her left eye began to bleed, and Maxwell rushed forward, pulling his handkerchief out to apply pressure to the wound. "NILES! Call 9-1-1, there's been an accident!" Niles emerged from the kitchen long enough to see what was wrong and then grabbed the cordless phone and made the call. C.C. just stood there not knowing what to do until the children started entering the foyer, wanting to see what the yelling was about. She stepped back into the living room and barked, "Maggie! Brighton! Grace! Come over here and stay out of the way when the paramedics arrive." The three children automatically went to stand by her; Grace being the only one to register that Miss Babcock had remembered their names.

While it only took a matter of minutes for help to arrive, to those standing in the foyer, it seemed like an eternity. The only movement was Maxwell's right hand, slowly brushing Fran's hair out of her face, stroking her cheek, and mumbling, "Miss Fine... wake up... please don't leave us... Fran."

**Two Hours Later:**

Maxwell paced back and forth in the waiting room at the emergency room. He had rode with Fran in the ambulance, while Niles said he would call Sylvia to let her know what was going on, and stay with Miss Babcock with the children. The scene reminded him far too much of the night he lost Sarah, pacing and waiting for the doctor to come and tell him that his sweet angel was no more. He stopped in his tracks and grew pale at the thought of hearing that same news about Miss Fine. He couldn't imagine his life without her in it, from those fuzzy colorful bathrobes she wore down to breakfast, to the so-short skirts she managed to squeeze into, to the ongoing flirting they had engaged in. He rubbed a hand down his face, flashing back to the airplane from Paris when he blurted out he loved her, and then had to take it back when they returned. He felt like such a heel for saying that, and then taking it back. But deep down, if he'd admit it, he felt like more of a heel for taking it back.

A doctor entered the waiting area and said, "Is someone here with Fran Fine?" Maxwell turned and strode up to the doctor, "Yes, I'm her employer, Maxwell Sheffield. How is she, Doctor?" The doctor frowned, "I really shouldn't discuss her condition with anyone but family..." Maxwell paled, thinking it must be very grave news. Seeing his reaction, the doctor continued, "But if you are all that is here at the moment, you'll have to do. Miss Fine has suffered a fairly severe concussion and a broken ankle. We have set the ankle and put it in a cast, but she'll have to stay off of her feet for quite awhile. She should be coming around soon, if you'd like to sit with her, we've moved her into a private room." Maxwell nodded, and followed the doctor down the hallway to a room.

Entering slowly, he looked shocked at Fran's condition. Her hair had lost all of its artificial height, her make-up had been washed away, and she looked pale even against the white sheets of the hospital bed. An I.V. was hooked up to her right wrist and her left leg was suspended in a sling, her ankle wrapped up in a plaster cast. Maxwell pulled a chair over and sat down on the right side of the bed, taking a hold of her hand, and squeezing lightly. "Miss Fine, please wake up, please.. Fran..."

Fran's head began to move on the pillow, turning side to side and a low groan came from her lips. Her hand tightened on his for a moment as her eyes blinked open and she groggily looked at Maxwell. He beamed a smile at her, "You're awake! Thank God you're awake! You gave me such a fright!" Fran smiled faintly, and spoke softly in a low-pitched, cultured voice with perfect elocution, "Oh Maxwell, I'm terribly sorry. You should know by now that it takes more than a little fall to knock C.C. Babcock down."

_**To Be Continued... if you wish it...**_


	2. Chapter 1

_(Author's Note: Thank you, faithful readers! I'm so glad you agree with me that it is a story worth pursuing, I hope you enjoy the journey as much as I will. I will try to keep the chapters short so you can have frequent updates. Shall we see where this leads us? YES! Onward! Next chapter will come when I have a total of 10 reviews!)_

**Chapter 1:**

Maxwell stared down at Fran's face, using every ounce of his English reserve to keep his jaw from hitting the floor. Even that wasn't enough to keep him from stuttering, "Miss... Miss... Miss..." and Fran gave a sultry chuckle that sent pleasant shivers down his spine. "Maxwell, you've called me C.C. for 20 years, no need to get formal on me now. I don't blame you a bit for the accident. Mister Clean probably left the rug askew at the top of the stairs and I tripped, just an accident. I'll yell at him about it later. Although I don't know how I'll get around with my foot like that." She and Max both looked at her plaster-encased ankle as the doctor came into the room.

"So, how are we doing, Miss Fine?" He looked up and saw Maxwell's look of dismay and a frowning Fran, "Fine? Well I would hardly call waking up to a devil of a headache and my foot wrapped up like a Christmas present "fine", nor having a room without a proper window, but I'm certain it could be worse. Now, if you'll arrange to transfer me to a room more suitable for C.C. Babcock until I can go home." Fran frowned even more, "Although I dare say I won't be able to get around my condo well on crutches, I'll simply have to make do." She made a pouting little face like a small child who hasn't gotten her way, and blinked up at Maxwell with puppy dog eyes.

It was the doctor's turn to be stunned and slightly confused. Maxwell stood up, "C.C. darling, don't you even think of going back to your condo, there is a guest room on the ground floor, so you'll stay with us until your ankle is healed. I'll just make arrangements with the doctor and be right back." Maxwell grabbed the doctor by the elbow and dragged him out into the hallway where he hissed, "She has amnesia! My Nanny thinks she is C.C. Babcock, my business partner!" The doctor frowned, "Well, in cases of amnesia like this, we usually recommend allowing the patient's memory to return on its own. So I don't see any harm in letting her think she's C.C. Babcock until it clears up, just tell the real Miss Babcock that she's temporarily the Nanny." He walked down the hallway, whistling, and Maxwell muttered, "You don't see the harm, but I surely will, and probably feel it as well." He rubbed his hand against the back of his neck, trying to relieve some of the tension. He then headed to a pay phone to call home with the good news that Miss Fine was going to be alright, but the bad news about the amnesia.

_**Two Days Later**_

The entire Sheffield family was waiting in the foyer for Maxwell to bring Fran... er... Miss Babcock home from the hospital. As expected, the real C.C. had a fit about the entire situation, especially the part about taking Fran Fine's place in the household until her memory returned on its own. Niles found the entire scene very amusing, until Maxwell pointed out that until that occurred, he and "Fran" must be the best of friends, and he would have to treat Fran as if she was really C.C.. The thought of being nice to C.C. & rude to Fran made his breakfast curdle in his stomach, but if that was what was necessary to help Fran get better, he would do what he must.

There had been many preparations to make before the homecoming. Grace, Maggie, and C.C. went out shopping for 2 small wardrobes of clothes - one set in C.C.'s style in Fran's size, and one set in Fran's style in C.C.'s size. They got enough for a couple of weeks - if this dragged on longer than that, C.C. refused to participate in the farce any longer. C.C. cringed with every purchase of an item she was going to have to wear, and the only thing she was pleased about was that no one who knew her outside of the family would see her dressed like a floozy. She also was a little jealous at the sophisticated wardrobe Fran would be wearing, she had tried attracting Maxwell in those tight shirts and tiny skirts for 4 years, what if dressing like a normal person made Maxwell notice her? The children made a "Welcome Home Miss Babcock" banner which now hung in the foyer, and Grace held an excited Chester in her arms.

Niles and Brighton moved Fran's things into one of the guest rooms upstairs so that C.C. could move into the Nanny's room, and Niles prepared the downstairs guest room for Fran. C.C. had brought Chester over along with his things and set them up in the guest room as well. At breakfast that morning, Maxwell had insisted that everyone practice C.C. being the Nanny, so C.C. had come down without makeup wearing one of Fran's multicolored flower covered robes over her nightgown. Her feet were tucked into matching slippers with her red painted toenails peeking out the end. She started to say her traditional "Hello, hello!" but stopped and took a deep breath, groping for the right Nannyism to say, and finally settled for just walking past Maxwell, getting her plate, and holding it out to Niles to fill. "So kids, do y'all have a busy day today?" Everyone stared at C.C. in absolute shock, as she had mimicked Fran's nasally voice, as well as distinctive Flushing dialect. She blinked at them innocently, then set her plate down and sat down. "What? I minored in drama in college, you think I haven't picked up a few things working on Broadway all these years? Nanny Fine won't think I'm Nanny Fine if I spoke like C.C. Babcock." The group all nodded at each other in agreement, and returned to their breakfast. Niles, however, couldn't help but look at C.C. in confusion. She had resisted this whole playacting, yet now she had embraced the role and even was going to act appropriately? She sat back and crossed her legs, the robe dropping to reveal a long, slender leg. Niles took a deep breath, then Maxwell asked for more coffee. Niles brought the pot over and filled his cup, and when he glanced at C.C., he couldn't help but see the large amount of cleavage visible from that angle in the odd fitting robe. He swallowed and setting the coffee pot down on the table, retreated to the kitchen.

After breakfast, Maxwell had gone to the hospital to pick up Fran, and Niles cleaned up after breakfast while C.C. went upstairs to her room to change into her new Nanny clothing. She waited until the last minute to come down the stairs. Niles and the children had already been waiting when she made her appearance and started slowly walking down the stairs. Niles looked up, and felt his breath leave him in a swoosh. She was wearing an outrageously bright red outfit, mini skirt, jacket and matching heels, with some sort of camisole top under the jacket. The look was pure Fran Fine, but on C.C. Babcock, it made her look... incredible. When she reached the bottom of the stairs she moved to stand next to Niles and said, "Don't you dare laugh, Feather Duster, or I WILL plant one of these heels in your tookus when this is over." Niles swallowed, "No, Miss Fine, I wouldn't dream of laughing." To his surprise, he found he truly meant it. He tried to think of something to say, when the sound of the door opening distracted him, and the group shouted "Welcome home!" and a familiar, yet so very different "Hello Hello!" rang out from the front door.


	3. Chapter 2

_(Author's Note: I know you've been waiting for this, so even though I didn't get 10 reviews yet, I'm giving you the next chapter - so without further delay... 5 more reviews requested please - make a starving writer happy.)_

**Chapter 2:**

The group waiting in the foyer smiled as Fran was carefully wheeled in by Maxwell (if C.C.'s smile was a bit stiff, no one noticed). Fran's hair was fashioned into a neat bun at the back of her head, and she was dressed in a conservative brown pantsuit that looked tailored fit for her, and made her eyes really shine. Niles stepped forward to help Maxwell navigate the single step down to the foyer floor. Once down, Fran called out "Chester!" and the dog leaped from Grace's arms and up into her lap, kissing her face happily. C.C. frowned at the scene; it always hurt her feelings just a little bit that her dog liked Fran better than her. She composed herself and got into her role, stepping forward, "Miss Babcock, we'll all so happy yer alright! You need any help you just give a holler and we'll come runnin'." Fran smiled up at her, "Thank you, Nanny Fine, I am sure I will need the help since the doctor absolutely insists I put as little weight on my ankle as possible until the soft cast goes on in three weeks." Niles jumped in, "You can use your broom to ride around the house as needed." It was a perfectly normal zinger he could have delivered to C.C. a hundred times in the past, but this time his tongue felt thick in his mouth, and Fran's eyes blinked a couple times almost in surprise before smiling widely, "No need for that, I'll have the Tidy Bowl Man serving my needs while I'm here." Niles shifted around to behind the wheelchair, and began to push her in the direction of the guest room, "Oh yes, I'm sure you'd love to be serviced, wouldn't you, witch?" That one felt a little better, maybe it would get easier to zing Fran with practice. Fran stiffened in her chair and he could have sworn she squirmed a bit.

Meanwhile, the Sheffield children gathered around their father and C.C. stood by helplessly, not knowing exactly what she should do. She could pretend to be the Nanny in front of Fran for sake of appearances, but she certainly could not and WOULD not act as the Nanny to the children. She knew nothing about children except they didn't like her and she didn't like them. Maxwell comforted the children, telling them that Miss Fine would hopefully be back to her perky self in no time, but until then they had to treat her as they would Miss Babcock, and treat Miss Babcock as they would Fran when around her. C.C. piped in, "But that won't happen often if she has to stay in her room, right, Maxwell? We have work to do!" Maxwell nodded before a "Maxwell..." call was heard from the hallway. Maxwell patted Maggie on the shoulder, "Take care of things, there's a dear," and headed for Fran's room.

Niles had helped her move from the wheelchair to the bed and she had made herself comfortable propped up against the pillows with her foot elevated. Niles wasn't there when he arrived and Fran got right to it, "Alright Maxwell, I figure we can bring another chair and a small table in here so we can keep working on our new production. There is no need for you to have to do all the work yourself. I may not be able to go out and intimidate people in person, but I can do it over the phone just as easily." Maxwell floundered for a moment, knowing he didn't dare let this C.C. talk to his producers or backers or she'd ruin everything. "C.C., darling, now I know the doctor told you to stay off of your foot, but he also told you to rest because you got a nasty bump on the head when you fell. Why don't you just take it easy for a few days, everything else can wait." Fran looked up at him, and for a moment, her eyes looked teary at his words. "Really, Maxwell?" He sat down on side of the bed and took a hold of her hand, "Of course Mis... Fr... C.C., nothing about the production is more important than getting you well and back to your old self again." He smiled down at her, proud of himself for finding a truthful statement to use to cover the moment. He found his thumb stroking the top of her hand as he held it, and looking into her chocolate brown eyes which definitely were tearing up now. Through force of will, she held back the tears, but her voice sounded strained as she said, "Thank you, Maxwell, you can't know what it means to me to know you care." He tilted his head to the side, "Well of course I care, darling, you're a part of this family just like Niles and the children and Miss Fine." Fran smiled wryly, "You've never said anything like that to me before. You know, my family and I don't get along very well at all, and to be thought of as a part of this one... well, it means an awful lot." Max turned around, and carefully put his arm around Fran's shoulders and held her to him, her head resting on his shoulder. "You're very much a part of this family, I don't know what we'd do without you. Now you need to rest." Fran sighed, "Stay with me until I fall asleep." Maxwell smiled and said, "Of course I will."

When Niles came back 5 minutes later with the tea Fran had asked for, he found them asleep in each others arms on the bed. Eyebrows raised, he set the tray on the small end table, backed out of the room and quietly closed the door. Perhaps this accident might finally bring the two of them together the way he and the children had hoped it would.

He returned to the kitchen to find the real C.C. pacing in her outrageously red outfit. "OK Feather Duster, I can smell chamomile tea but can't find any, where did you put it?" He went to the cupboard, "I took a pot in to Miss Babcock, Miss Fine, but I'll be happy to make another pot for you if you'd like." He held back the zinger he so wanted to deliver and stayed in character of being "Nice to the Nanny" as he began to think of it. C.C. stopped her pacing, realized she had slipped out of character, and slid herself up onto one of the stools at the kitchen island, "Oh yeah, Niyuls, that'd be great, and maybe some cake to nosh with it?" He started to heat the water and went to the refrigerator, "There should be some coffee cake in here since your mother hasn't stopped by yet today." Maxwell had managed to convince Sylvia to stay away until Fran's memory had returned, and a vacation from Sylvia meant finding food in the house would be far easier than normal. He pulled out the coffee cake and cut two pieces, and by the time he put it away, the water was hot and he prepared the tea. He poured out two cups and found himself leaning against the island opposite of C.C., preparing to nosh with her like he always did with Fran. He was surprised that it didn't feel awkward at all being nice towards C.C., although he did enjoy their witty banter of back and forth zingers too.

C.C. sipped at the tea, and then took a bite of the cake and closed her eyes in delight, "This is delish, Niyules, just delish. Good thing Ma can't come ovah, that leaves more for ya and me." She opened her eyes and found Niles' blue eyes looking straight at her. He couldn't get used to the nasally Flushing accented voice coming out of his beautiful blonde bombshell. He froze at that thought, wondered where on EARTH the thought could have come from when C.C. continued, "Whatcha plannin for dinna to welcome Miss Babcock home?" Niles swallowed and said, "Chicken Cordon Bleu" and C.C.'s eyebrows raised, "Oh that's one of my... I mean HER favorites, she'll love that." They finished their tea and cake in silence and then C.C. slid herself off the stool, holding her skirt in place as she did and said, "I'd better go see if Mista Sheffield needs me for anything." and turned to go to the office. Niles stopped her with, "You won't find him there, he's resting with Miss Babcock in the guest room." C.C. whirled around, her face flushed as red as her suit and an incredulous "WHAT?" escaped her lips. He just nodded with a small smile on his face, and C.C. clenched her fists. "Well, the show must go on!" and hurried out of the room towards the office.

Niles tried to remember at what stage Sheffield-Babcock productions was at in its latest project, and what effect this would have. They had a backer's party a month earlier so they shouldn't be needing to gather funds. He was pretty sure they had picked a musical number for this season, but couldn't remember the title. He'd ask Mister Sheffield if he could help in any way until things got back to normal. He turned around to clean up the mess from his morning nosh with C.C. when it clicked what the name of the show was, "One Step at a Time". He couldn't help the chuckle as he said to the empty kitchen, "Watch out for that first Step, its sure to be a doozy in this house."

**Meanwhile back in the guest room**

Maxwell was enjoying one of his favorite dreams, just imagining laying in bed with Miss Fine curled up against him. He didn't dare allow himself to express his feelings to her in the real world, but in his dreams he was free to do so. The dream felt even more real than he ever remembered it and he sighed in his sleep and said aloud in a soft whisper, "Oh... Fran..." His eyes popped open when a familiar nasally voice replied in a whisper from right beneath his chin, "Oh Mr. Sheffield!"**.  
**


	4. Chapter 3

_(Author's Note: thank you thank you for the reviews, left you with a bit of a cliffhanger, so here is the next tidbit even though I didn't get 5 reviews for the last chapter... keep the reviews coming, they do a writer good.)_

**Chapter 3:**

Maxwell gently shook Fran with the hand that wasn't curled protectively around her shoulders and whispered, "Miss Fine... Miss Fine... time to wake up now..." On one hand he fervently hoped he had heard correctly and her memory would be back to normal, but on the other hand, he would lose a chance to be close to her like this again if she went back to being the Nanny. Even if she was wearing C.C.'s Chanel #5, there was that lingering scent that was purely Fran that he could recognize.

Fran blinked her eyes open sleepily, and tilted her head to meet Maxwell's puzzled eyes, "Well hello Maxwell..." Fran's socialite sounding voice purred up at him. He fought the urge to feel disappointed, "C.C. darling, you dozed off on me, quite literally, while we were reviewing the costumes for the new production. Why don't you settle down here and go back to sleep, and I'll go make those changes you suggested." Fran blinked at him in confusion, having no idea what he was talking about since he was completely making it up, but pulled herself back from him and made herself comfortable on the bed. "Are you sure you don't want to bring the notes up here to work, Maxwell? I'll stay awake, I promise." He shook his head, "No, the pain pills will keep you from being clear headed, you just rest now." He backed away towards the door, which was now closed, and he could have sworn it was open when he sat on the bed, and made good his escape.

Max hurried over to the office where he found C.C. in her low-cut red blouse & high-cut mini skirt with absurdly high red heels, sitting on the edge of his desk right where Miss Fine always sat, but she had one of the contracts balanced on her knee. "What ARE you doing up there?" he said with a chuckle which was cut short as she tried to spin around on the desktop to see who had spoken, lost her balance, and toppled back towards the bookcase, the contract flying up in the air. Max hurried forward, afraid he'd have TWO amnesia patients on his hands to deal with, but C.C. missed hitting her head on anything, and glared up at him from the floor, her knees touching protectively to prevent him from seeing anything he shouldn't. "Staying in character.. and trying to work!" She held up a hand for him to pull her to her feet, and he slid around to sit at his desk. She perched herself back up, and said, "Niyuls said you and Miss Babcock were taking a 'nap' in her room...", eyes fixed on the contract in front of her. Maxwell glanced her way, and smiled slightly, "She didn't want to be alone as she went to sleep, so I sat with her and dozed off myself. But she's resting now and we can get some work done before she wakes up." He shuffled some papers around and said, "You don't have to stay in character if you don't want to, C.C., when she isn't around." C.C. shook her head, "No, Mista Sheffield, don't wanna be caught nappin so I'll just keep on." She smiled brightly down at him with a look that was pure Fran, and for a moment, he wondered if C.C. was enjoying her little playacting.

Niles came in with a sandwich and drink for Mister Sheffield, and filled him in on his plans for dinner. Maxwell nodded, "That will be fine, Niles, C.C. is sleeping now, so Miss Fine and I will just work in here until dinner." "Very good, sir, " and Niles headed out of the room, and C.C. called after him, "See ya later, Scarecrow!". Niles froze outside the room after he closed the door, the sound of Fran's farewell coming from C.C.'s lips throwing him for a loop. He went to the kitchen to prepare for dinner, although he found himself distracted by the image of a certain red outfit, and the blonde wearing it, perched precariously on the edge of that desk.

Dinner was a quiet affair, C.C. choosing to take a tray in her room because her foot was throbbing, and so the family sat down, with C.C. sitting in Fran's place, and continuing to act as Fran. She made it through all of dinner calling the children by the appropriate name, asking the appropriate Fran-type questions, that finally Maggie broke down and asked, "Fran... Miss Babcock... you never remember our names correctly, why can you remember them now?" C.C. paused and looked down at her hands, twisting her napkin in her lap in a nervous gesture that Niles, watching from the sideboard, found oddly endearing. C.C. replied softly "I made a list of things I should know as the Nanny and memorized them so I could play the part correctly, and that was one of the things I memorized." She glanced around the table before continuing, falling out of the Flushing-accented nasal voice, "I'm... sorry... that I've been getting them wrong all of these years. That was rude of me, and one thing I will certainly remember to get correct when I'm myself again." She smiled slightly, and took a last bite of the cheesecake Niles had served for dessert before rising. "I'm gonna go to my room now, lemme know if Val calls...", back in character, and she hurried out of the room. The assembly watched her leave, all of their collective mouths open in surprise at the sincerity C.C. had just displayed. Maxwell glanced over at Niles, and noticed a faint blush to his cheeks and with a grin said, "The Ice Queen melteth, eh Old Man?" Niles gathered his wits, and began gathering the plates from the table, eager to make an escape to his own domain in the kitchen.

The next morning, C.C. made her way downstairs 15 minutes after breakfast began, in another one of the flowery monstrosities Fran considered a bathrobe. She was glad she had chosen to stay in character because Fran was positioned at the end of the table in her wheelchair, foot propped up in front of her, eating a light breakfast and talking about production plans with Maxwell. C.C. stood at the sideboard listening and was amazed at how accurate Fran's comments were, she even made some good suggestions for changes to the backdrops. The children had early morning plans, so they departed after saying goodbye to C.C. As she took her seat, she said, "Those sound really great, Miss Babcock, I thought you was supposed to be restin' your mind and your foot." Fran took a bite, and tilted her head to the side, "Yes, well, one can only rest a mind like mine for so long before it gets bored." "Or dusty..." Niles commented from the sideboard, and Fran shot back a "Can it, you old Feather Duster..." and he called back a "Keep your hands off my Feather Duster, witch..." as he headed back to the kitchen. He smirked, finding it much easier to pretend he was zinging the real C.C. if he didn't make eye contact with Fran. Maxwell, Fran, and C.C. all looked at each other, surprised by Niles' suggestive comment. Fran recovered first and said, "I'm headed to the office to look at those files, and don't you say no, Maxwell, we only have a week until tryouts begin and we need to make sure we have our ducks in a row." She slowly turned and wheeled herself out, while C.C. looked at Maxwell and then down at her plate before saying under her breath. "Maxwell, are Fran and Niles... well... you know... involved?" Maxwell looked at her with a look of almost horror, and she blushed furiously. He shook his head, "No, not at all, they are the best of friends but nothing more than that..." She looked up at him, and continued to blush, "Are you sure of that?" He nodded, "Yes, of course I'm sure..." He looked after Fran and looked thoughtful, "At least, I think I'm sure..." He looked back towards C.C. with a look of confusion, as if the thought of his butler and his Nanny being involved had never occurred to him.

C.C. rose from her seat and went to the sideboard for another cup of coffee. She looked towards the door to the kitchen with a look of longing Maxwell couldn't see. Meanwhile, Maxwell looked after Fran wheeling her way towards the office with an identical look of longing. Both began to mull this possible new twist than neither had considered before, and neither seemed to like the idea very much.


	5. Chapter 4

_(Author's Note: I'm so glad you enjoyed the twist, hope you enjoy this next section, its a long one! I know this is supposed to be Fran and Max, but you know Niles/CC can't stay out of any story! The song lyrics are from "Not While I'm Around" from Sweeney Todd, which I don't own either, drat!)_

**Chapter 4:**

**One Week Later:**

The week that had just finished was one of the strangest ever seen in the Sheffield household - and that house could tell some pretty amazing tales if it could only speak, so that's saying something. First, Fran insisted on working with Maxwell on the new production despite her injuries. So that C.C. didn't miss anything, they worked while the children were in school, and C.C. sat on the corner of the desk taking "notes" for them while they reviewed audition tapes, musical numbers, costume designs, and the other multitude of things that go into a Broadway production. Both Maxwell and C.C. were surprised at how much Fran was contributing to the discussion - she really sounded like she knew what she was talking about. When C.C. made a comment, sometimes Fran would make a snarky comment about the Nanny not knowing Broadway like they did, but the threesome had a very productive week. By Friday, they had finalized the costume design and backdrop design, and organized the tryouts for the next week. They had narrowed each part down to 2-3 people, with some people listed as possible choices for multiple parts, but there was fierce disagreement among the three of which of the 3 women trying out for the leading female role. The story revolved around a young man who was trying to recover from a broken heart when his fiance leaves him for another man. Each of them preferred a different actress, and Fran finally threw her hands up in the air, saying, "Why is Nanny Fine even involved in this discussion, she isn't a member of Sheffield-Babcock Productions?" Before Maxwell could answer, C.C. said with a laugh, "Oh wouldn't that be swell, it'd be Sheffield-Babcock-Fine Productions... Get it... Fine Productions by Sheffield-Babcock. Har-har-har." C.C. proceeded to laugh in such a good imitation of Fran that Maxwell could have sworn Fran had dyed her hair blonde and was sitting on his desk as always. Fran gave a quite convincing C.C. Babcock glare towards Maxwell's desk, and then wheeled herself out of the room, muttering that it was time for her afternoon pain pill and nap.

Maxwell rose, "I'll help you, C.C." By an unspoken and unconscious agreement, C.C. and Maxwell made sure never to leave Niles and Fran alone together the past week. Maxwell kept himself close to Fran, while C.C. spent as much time as she could around Niles. When the four of them were in a room together, such as meals, C.C. and Maxwell kept their eyes on Niles and Fran, trying to divine just what kind of relationship the butler and the nanny had. Maxwell also kept watch, hoping for some sign of Fran's memory returning to normal. The only sign he had that she was still in there was that one brief whisper the day she came home. With the auditions next week, he would need the real C.C. Babcock at his side, and trying to cover for why he wanted to take the Nanny along just wouldn't cut it with Fran. He wondered if he could draw Fran out while she slept again, and maybe keep her in place.

He reached the guest room and knocked on the doorjamb. Fran was sitting on the bed, having learned to shift herself from the bed to the chair fairly quickly because she didn't feel comfortable having either Maxwell or Niles doing it. When Niles had helped her into bed the day she got out of the hospital, she had felt awkward. When she woke up next to Maxwell, it felt absolutely wonderful, which was a feeling she wasn't used to feeling, and so it had to be avoided like she did other things that she just didn't understand. She was looking apprehensively out the window, a spring squall had started up, and the light rain was now accompanied by a gentle rolling thunder. Max remembered that the real C.C. wasn't particularly fond of thunderstorms, and wondered how Fran knew so much about C.C. that she could BE her so well. Just as the question entered his mind, he realized that it went both ways, because C.C. was giving a very convincing performance of Fran Fine. Fortunately the children really didn't need a Nanny like they used to, so they weren't missing out on being cared for, but he knew that lacking the need of a Nanny wasn't a good enough reason to send Fran away from the Sheffield house.

He cleared his throat when she didn't respond to his knock, and she turned, and he saw a glimpse of her fear of the oncoming storm before she gathered herself, the "Ice Queen" face that C.C. used to her advantage so much, looking alien with Fran's features, "Yes, Maxwell?" He entered the room and sat at the foot of the bed, careful not to jar her foot. "I thought you might have trouble getting to sleep with the storm, and wondered if you wanted some company? We could talk about the production without Miss Fine, you'd like that I'm sure." Fran turned towards the window and said softly, "I don't wanna to work, I just wanna be held..." The faintest Flushing dialect trickled through and Max thought the storm might be opening a door for him. "Well then, let's give the patient the medicine she needs to get better, shall we?" She shifted over in the bed and he propped himself up on the pillows, sitting against the headboard of the bed. Fran reclined against his chest and his arm came around her, her arm resting next to her cheek on his chest, over his heart. She felt so good there, so right. He couldn't help the gentle hand stroking her hair, and began softly singing to her:

_"Nothing's gonna harm you, not while I'm around._  
_ Nothing's gonna harm you, no sir, not while I'm around._

_ Demons are prowling everywhere, nowadays,_  
_ I'll send 'em howling, _  
_ I don't care, I got ways._

_ No one's gonna hurt you, _  
_ No one's gonna dare._  
_ Others can desert you, _  
_ Not to worry, whistle, I'll be there._

_ Demons'll charm you with a smile, for a while,_  
_ But in time..._  
_ Nothing can harm you_  
_ Not while I'm around..."_

He felt Fran relax against him, and continued humming and stroking her hair before murmuring, "Not while I'm around, darling," and Fran replied in her normal voice, "You nevah call me darlin'". He felt his pulse race, and fought to keep it under control. "I don't?" He felt her head shaking against his chest, "You can't even call me Fran after four years..." He felt he was walking on thin ice, but was compelled to keep walking. "It's because I'm scared of letting you get too close, Miss Fine. It will hurt more when you leave us.." and Fran's arm that had been resting lightly on his chest tightened into a hug, "Nevah going to leave.. this is my home." Maxwell felt his eyes fill with tears, it pleased him to know she felt like his home was her home, despite his efforts to keep her distant from him. But that kernel of doubt that had been planted in his head needed to be answered, "Why is this your home, Miss Fine? Is it because Niles is here?" She nodded, and he felt his spirits plummet before she spoke, "Niles and Maggie and Brighton and Gracie and C.C. and especially Mister Sheffield." He swallowed before asking, "Why especially me, Miss Fine?" He felt her sigh, "Because I love ya, even if you took back The Thing and can't love me back, I still love ya." His grip tightened and he softly placed a kiss on top of her head. "Oh Fran, come home, darling, please... come home..."

**Meanwhile down in the kitchen**

Now that Maxwell had left to secure Fran for the afternoon, C.C. went to see what Niles was up to and to try and continue to get a better handle on just how close he was to Nanny Fine. She had spent every afternoon in the kitchen having an afternoon nosh while he made early dinner preparations. It amazed her how an afternoon snack increased her appetite for dinner. Of course, it didn't hurt that Niles had made every dish that he knew were C.C. Babcock favorites. But even better than that were the conversations. Instead of hard zingers flying across the room at each other, they reminisced about some of the more memorable escapades of Fran Fine during the past four years in the Sheffield house. Of course, C.C. was participating in the discussion in character, playing along that they had happened to her. What she really wanted to pick up on was Niles' feelings about those events. C.C. considered herself a fairly good judge of character most of the time, but Niles had always been quite impossible for her to read, they were each nettles in the others' side, and had been for years. Today was going to be the day she learned what his feelings were for Fran Fine, she couldn't take another day of not knowing.

Niles had been enjoying the afternoon sessions as much as C.C. but for entirely different reasons. He presumed the direction of their conversations were to help her practice being in character, and getting to know Fran better through him, her best friend in the house. Each day she came into the kitchen for a light snack and to talk with him, and he could admire the long legs and deep cleavage revealed in this new wardrobe of hers. Today's outfit was the most outrageous and yet most attractive one yet. It was a blazer using an animal print and a black leather mini skirt with a snakeskin looking texture. The soft cream of the pelt matched her hair so well, and the skirt made his fingers itch to feel its texture. He had always admired C.C.'s elegance and style, and so wasn't surprised that she could bring that elegance and style to bear even dressed like Fran. As she settled onto a stool, he put a cup of tea and a piece of coffee cake in front of her and went to work on the grocery list for the weekend shopping.

C.C. took a bite, and chewed slowly before asking slowly, "Scarecrow, do ya remember that time when Mister Sheffield and I walked in on you and Miss Babcock?" Niles blinked a couple of times before turning and looking through the cupboard behind him, shuffling his spices around as if looking for something to keep his attention away from her, "Yes, of course I do, very embarrassing all around I'd say." C.C. tilted her head, "Yeah, it was really kind of a surprise to see ya in the arms of another woman like that." He turned around, confusion clearly etched in his face, "Another woman? What on earth do you mean, Miss Fine? It's not like we're involved at all." C.C.'s eyebrows shot up, "We're not?" she whispered. He turned back around, "Of course we're not, we're very good friends, but we both know that your feelings are for Mister Sheffield, not for me." Niles couldn't prevent a trace of bitter resentment from trickling into his statement. C.C. picked up on it, but wasn't sure what it meant. She slid off the stool and moved around the island so quietly, Niles didn't know she had moved until he heard her voice right next to his ear, "Do ya want to be involved with me, Scarecrow?"

He turned around suddenly and held C.C. by the elbows, "Just who is asking that question? Fran Fine or C.C. Babcock?"

C.C. looked up at him, an oddly vulnerable expression on her face as she whispered, "Who do you want to be asking it?"

(_Cliffhangers! Now I really want 5 more reviews before I wrap the story up... pretty please...?)_


	6. Chapter 5

_(Author's Note: thank you all! I'm ready to bring the story to a close, so I hope you enjoy it - and I hope you're eagerly awaiting the next attack of the Nanny Plot Bunny!)_

**Chapter 5:**

Niles could only stare into C.C.'s eyes for a moment, the shock of being asked the question so directly, it threw him for such a loop, that he answered from the heart before his mind had a chance to catch up. Tightening his grip on her elbows, he harshly whispered, "I want C.C. Babcock to ask me that question, so I can say yes, I want to be involved with you." His heart was racing so fast he wondered if another heart attack was forthcoming. In the past week, seeing the lengths C.C. had gone to with the charade; seeing her in a whole new light with their daily nosh sessions and those clothes - God, those clothes that made him dream about what lay underneath - he saw a side to C.C. Babcock that he had never seen before, that he guessed no one had ever seen before, and he found it damn attractive.

C.C. closed her eyes, letting his breath and words wash over her face like a gentle seaside wave, before opening them and giving a slightly smirky smile, said, "She's asking." Niles responded by bringing his hands up to her cheeks, and leaning down began to kiss her gently, but persistently. C.C. melted against him. This wasn't like the previous kiss they had shared after far too much to drink and another one of their classic shouting matches. This was tender, gentle, almost... dare she think it... LOVING. She wrapped her arms around his waist and held on, as her knees began to feel week, and her stability on those damn heels began to give way. Niles solved that problem by lifting her up onto the counter top, and even though she was now higher than him, she leaned down to continue the kiss.

Neither of them heard the door open from the living room as Brighton came in to grab a snack, nor see him freeze in shock at the sight of them making out on the island, turn back around and when he reached the living room, mutter, "My eyes.. my eyes" and he began rubbing them as if trying to erase the image blazoned upon them.

Finally, the need to breathe forced the two to pull back. Niles stepped forward and embraced C.C., his head resting on her chest, and one of her hands came up to stroke his hair as he held her. "Whatcha say we blow this joint and go make some music at my place, Scarecrow?" C.C. said in her Nanny voice. He pulled back with a devilish grin, "Only if you return to being my C.C. once I get these clothes off of you." Her breath left her with a whoosh, and a quick, "Deal!" before she hopped down, and began pulling him towards the back door. He barely had time to grab the jacket off of the coat hook before they were on their way to C.C.'s condo.

Over in the guest room, Maxwell had continued mumbling his request for Fran to come home before dozing off again. It was a couple of hours later when Fran began to stir, but found she couldn't move very much because a strong arm held her tightly against his body. She took a deep breath, recognizing the spicy cologne that Maxwell preferred. She could see the top of his chest through the opening in the top of his shirt, and let her hand wander up to undo another couple of buttons and begin gently stroking the revealed flesh. She had seen it before, but being able to touch it, stroke it like this, was a dream come true. She wanted to roll over and cuddle closer, but found one of her feet felt especially heavy. Glancing down, she was shocked to see a boot of plaster covering her left ankle. "OY!" She called out in shock and sat up abruptly, reaching down to touch the unfamiliar plaster. "What is this doin' on my foot?"

Maxwell woke at once at the shout of "OY!" and rubbed at his eyes. "Fran? Darling, what's the matter?" There was now silence, and he lowered his hands to see a stunned silent Fran staring at him, jaw gaping. He smiled and gently reached forward and pushed her lower jaw up with one finger. "Yes?" She swallowed, "You called me Fran... you called me darlin'. Did you fall and hit your head or somethin'?" He laughed, overjoyed to have the old Fran Fine back again, and shook his head, "No, dear, YOU fell and hit your head, and broke your ankle, don't you remember?" She scrunched up her face, concentrating really hard before shaking it slowly. "I remember seeing you and Miss Babcock in the foyer and saying Good Morning, and then its a blank until just now." He reached his arms out and she slowly moved into them, enjoying the embrace, "Fran, you've had amnesia..." and she interrupted, "Again?" and he nodded, 'But this time, you didn't think you were my wife, you thought you were C.C." She pulled back in shock, and then glanced down at her trim business suit. "Oh my god, what is this I'm wearing, they never have stuff like this at Lohman's!" He kept laughing, so happy to have her back, "C.C. and the girls went shopping for you so you could dress as C.C. would, we were hoping and praying you'd remember if we all played along with your amnesia." She looked at him in even bigger horror, "Do you mean.. I've been Miss Babcock, and she's been ME?" He nodded, "Are the children alive?" she asked, and he laughed. "Yes, darling, they are fine. Now, come back here and rest on my shoulder, and I'll tell you all about it."

She settled back against him, reveling in the feel of his hard chest under her hand and ear, and listening to his sweet voice explain about the fall, the trip to the hospital, and the events that have happened since then. He asked, "How did you know so many things about what would work for our new production?" Fran shrugged her shoulders, "I dunno, I guess I've picked up a little bit listening to you and Miss Babcock work, and you know me, I've got style, I've got flair, I just must have said what I thought would work." "Well, you did very well, and I just know with your contributions, "One Step At A Time" will be a great success. Now, how about we go see if dinner is about ready."

She nodded, and he helped her into her wheelchair, and he pushed her towards the dining room. It was dark, and there was no dinner service. Frowning, he headed into the kitchen, which was equally quiet. There was a note from Maggie that she had taken Brighton and Grace to a movie and dinner since Niles wasn't there. The two of them frowned at each other, "Where is Niles?" Fran asked, and Max shook his head, "I don't know... and I'm not sure where C.C. has gotten too either. We'll just whip something up for ourselves then, alright?" Fran nodded, and Max brought sandwich makings over to the table where Fran put together some simple sandwiches. They talked and enjoyed each other's company as much as if they had gone out to dinner. Fran couldn't help the long yawn after a couple of hours of talking, and Max said, "OK, time for the patient to get some sleep." He pushed her back towards her room, and Fran said, "I'm still worried about Niles and Miss Babcock. You don't think they're in trouble, do you?" Max helped her into bed, and then turned around the close the door, saying softly, "Oh I have a feeling they're into something, but it isn't trouble..."

_**Fin**_


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